EFTA01366509.pdf

Amendment #4 Page 80 of 868 iiMr ip co! en Emit has adopted an energy realbcaton rrecrenem ('MRE') n an effort to neligate the risks faced by hydicielecro generators ale to veretiore in rwer taws, the centralded management of generation and of generation of use of water reservoirs by tie Natonal Gad Operator. Under Braaten law, each hydro-electne project that is eligible and has elected to pan:spate in the MRE is assigned a determined amount of `assured energy.' accorang loan energy supply risk critena dermal by Brazes Minsky of Mines and Energy based on the histoncal over flow records Pu-suard to the MRE. all paMcoating projects are edited to their assured energy. irrespecbve of the volume of electricity generated by them as a resin of the transfer of the surplus energy from those who have produced in excess of tier assured energy to those that have produced less than their assured energy Also we cannot be assured that our projects parbcipating an the MRE we in the future receive their ILO revenue payment allocation Partopating projects are subjed to decreases in thew energy enttlement in the event the pool of participating reelects la I to meet the aggregate specified 'assured energy producbon across the entre poor In addlion in order to contnue to remain in the pod of projects panic ating in the MRE. hydro-electric projects are required to saidy certain nit mum operatrg performance require., ww% in terms of generated energy. In the event trot any such project fats to meet such requirements. it is no longer elude to panapate in the MRE and would generally only be able to receNt revenue for energy that it actual,/ Produced under its PPA The 41 8 MW project known as ESPRA then ncluded n our reel product portfolio has been unable to reel is minmirn operating requirements due to the ongoing drought in Brazil and is no longer disable to participate in the MRE As a result we carrot provide any assurance that all of our Brazilian hydro-electric projects will contnuo to receive revenue based on trier 'assured energy' rating or otherwise be eligible to parbopote in the MRE or that the failure to continue to be algae to participate in the MRE wnl not waterloo/ and adversely affect our tininess, financial collation results of operations and cash flows Changing laws, miss andregulations andlegal uncertainths In India may adwanialy offset our business and operations Tre business and operations of our prqects located in Inds are governed by various laws and repetitions, such as the Electricty Act, 2003. National Eiectnoly Policy, 2005 and National Tarn Policy, 2035. corporate enwonmenial and labor laws and other legedation enacted by the Indian government and the 'sievert state governments in !rota The business and financial performance Cl our Irden operatons could be odyssey fl eeted by any flange in laws or interpretations of existing or Ue promdgaton of new laws, ruses and regulations applicable to our moan operatons For example the Inclan government recently adopted a new company law frairewurk which. arnong other thrigs, imposed sasficart and new corporate governance requrernents, accounting polaes and audit matters and certain Nesting requirements for corporate social responsibility adwdes in the event a company's net worth or turnover meets the prescribed thresholds The Ireton government also recently adopted new legislation to facritate the acquiston of land in Ina& which may ailed 041Indan subs arines. inducting provraions stoutatirg restrictions on acquisition of certan types of agncdtural land and corripereat on, rehabilnation and resettlement of affected people residing on such scoured land There can be no assurance that the Indian government or any state government in India will not implement new regulations and policies which will require our Indian sutexhanes to obtain adatiorel approvals and licenses or mpose onerous requrernerts and conditions on their operatons My such changes and the related up:enemies with respect to the implerneriaton of regulations may rave a materel adverse effect on our Inden projects and our business, finance' condition and results of operations 72 http://cfdocs.btogo.com:27638/cf/drv7/pub/edgar/2015/07/20/0001193125-15-256461/d78... 7/20/2015 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0058037 CONFIDENTIAL SDNY GM_00204221 EFTA01366509